Second, indeed, check-out the recommended Yellow Brick Bank in Shepherdstown, West Virginia(see: http://www.shepherdstownvisitorscenter.com/section.asp?section_name=Dining&entity_id=40). Once a favorite of former First Lady Nancy Reagan, the "Bank" is located just 8 miles east of Martinsburg on Route 45 in a great, small university town (http://www.shepherd.edu/).

Mcornett,Boy are you lucky! I happen to live here in Berkeley County which is right in the middle of these 3 towns. So here is a list of places I like. All area codes are 304:

Berkeley Springs AKA the Town of Bath, an old name for pre-revolution days.The Country Inn, 2075 Washington St (US522, the main drag) 258-2210 A lil pricey but very good eats.Treetop Rest. 3621 Cold Rub Valley Rd. 258-4500. A bit up the mountain from Bath but the view is worth it! Really good food too.

Martinsburg; The Station Grill 127 E. King St. 260-0100 Good food, parking is iffy, downtown.Peking Rest. Very good Chinese, great exotic drinks, very rasonable. Warning! Hot is HOT there. 139 S Queen St. 263-6544. Again downtown.LaTraitoria Italian Eatery 240 Lutz Ave. 262-6925. Good food, easy parking near I-81 exit 16E.

Shepherdstown; Bavarian Inn no address..876-2551, very good food and a very nice setting. When we want to go to a really nice place, this is it. The food is set around German cuisine but they do everything on the menu very well. PickyPeggy says they have THE best crab cakes in a 5 state search we did. Which includes over 20 places in Md.YellowBrickBank has a great rep., I've never been though.King's Pizza & Itialian in Shep, or Inwood is very good for pasta or Pizza.

I have nothing for ya in Harper's Ferry but I can ask around if ya like.

Out past Charles Town on S. on US340 is John's Family Rest. Great home cooking! 725-4348

Any questions about the area, feel free to post or e-mail. I don't get on the board everyday though.

1. I forgot to mention a great, roadside source for kettle corn right next to Harper's Ferry courtesy of Catoctin Kettle Korn:

http://www.catoctinkettlekorn.com/index.htm

While roadside kettle corn stands are not an uncommon site at least in these parts, the product made by the young folks at this outfit is top-notch. Catoctin Kettle Korn's stand near Harper's Ferry is on the Virginia side on Route 340 near where it intersects with Loudoun County's Harper's Ferry Road.

2. Ironically, the very Shepherdstown, West Virginia restaurant hailed yesterday (Yellow Brick Bank) is reviewed in today's Washington Post -- which I've pasted in its entirety below as the Post's website can be a labyrinth to navigate sometimes. FYI.

IT'S NOT YELLOW, and never was, really -- though it was a bank, and it's definitely brick -- and for a long time it seemed to be swimming against the tide, trying to produce modern American cuisine in the then anything-but-trendy Shepherdstown, W.Va. But the Yellow Brick Bank has been a cult favorite with Washingtonians for more than 20 years; and it has managed to expand, experiment and even sprout a mini-inn upstairs without losing its local following (or changing its essential style). And that is no small achievement.

In the meantime, Shepherdstown has been "discovered" as an almost irresistibly nostalgic artsy getaway, full of lovely old homes and churches, a college and an air of retro-'60s tolerance that goes far beyond the tie-dyes and organic truck farmers' stands. It's the sort of town where people walk their dogs (and often, the dogs walk themselves) along the main drag, hang out on coffee shop stoops and play guitar, raise money for the local library and engage strangers in easy small talk. It's surrounded by historical markers, only minutes from Harpers Ferry and the Antietam battlefield; it's also the sort of town where you might see a Rolls-Royce, Humvee or top-of-the-line Beemer at the meter, a snapshot of a farmhouse going for $400,000 in the Realtor's window and a perfectly decent Clare Valley shiraz on the menu. It's as much a tribute to the town's look as to the quality of the productions that the annual Contemporary American Theater Festival has become such a summertime draw.

The Yellow Brick Bank, housed in an almost-century-old Beaux-Arts building, seems like the epitome of this casually literate, intentionally motley culture. The building itself is both prim and preposterous, like a well-dressed lady in a frivolous hat, with its blasted-clean brick walls, crisp awnings, Paris Expo rounded roof and outlandishly bright exterior furbelows. The main dining room is painted mauve with blue trim, hung with a couple of oversize French advertising posters in plain frames; the bar is brilliantly window-lit with pale hardwood floors, almost minimalist. And the food is similarly tricked out: basically solid, with its greater strengths in the more straightforward dishes, but with a few wisps of whimsy here and there.

The Bank famously makes its own mozzarella, and that's a good place to start fresh, as the kitchen has access to fine local tomatoes and basil; it also makes its own breads and pastas, and the thin, crunchy pizzette is no mini-disc but enough for a meal. Among recent appetizers have been a couple of really satisfying offerings -- fresh figs with Maytag blue cheese, wrapped in a swish of prosciutto and sauteed; and Portuguese-style clams with smoked sausage, wine and tomatoes -- and a few middling ones: The scallop ceviche with ruby red grapefruit, lime and orange juice had lost its seafood flavor to the (too sweet) citrus, and the grilled ribs with Southern Comfort, grilled pineapple and Kahlua tasted a little like a showy bartender's shooter.

There are a few curious moments along the entree menu, too, though not critical lapses. The "puerco asado" was very flavorful, nicely marinated in sour orange, but was served shredded, à la ropa vieja, rather than sliced. The "Moors and Christians" accompanying it was not actually moros y cristianos, black beans and white rice, but separate sides; the beans were very good, but as with any beans-grains dish, it would have developed a different character if prepared in combination. And a grilled salmon with soy sauce and baby bok choy was only so-so.

However, the kitchen does balance the bigger flavors with assurance. A wood-roasted bluefish under a Provencal blanket of tomato, fennel, olives and artichokes was fine. Swordfish swaggered under a similarly south-Mediterranean sauce like a grilled pepper jam and fragrant big-leaf basil. Grilled hanger steak (another near-staple, but with changing condiments) is both tender and fully beef-flavored; and the wood-grilled pork loin might have buckled under the combined challenge of its Maytag blue crusting, spiced apples and (too sweet, again) raisin corn bread, but it remained mellow and self-assured.

Mellow, yellow, yeah, well, can't be helped. This is Shepherdstown, after all.

I've eaten at the Bavarian Inn before, I remember it being quite lavish but also fairly pricy. (It was a number of years ago, not long after they first opened...)

I used to live in western MD and will be vacationing there; I'll be "taking the waters" in Berkeley Springs on one day, which I've always wanted to do but never got around to. My major interest food-wise is good places at low cost, since I'm on a budget. It's been a while since I've visited any restaurants around there, so any input is welcome...